0001302343-17-000051.txt : 20170302 0001302343-17-000051.hdr.sgml : 20170302 20170302180149 ACCESSION NUMBER: 0001302343-17-000051 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170301 FILED AS OF DATE: 20170302 DATE AS OF CHANGE: 20170302 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Education Realty Trust, Inc. CENTRAL INDEX KEY: 0001302343 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 201352180 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 999 SOUTH SHADY GROVE ROAD, STREET 2: SUITE 600 CITY: MEMPHIS STATE: TN ZIP: 38120 BUSINESS PHONE: (901) 259-2500 MAIL ADDRESS: STREET 1: 999 SOUTH SHADY GROVE ROAD, STREET 2: SUITE 600 CITY: MEMPHIS STATE: TN ZIP: 38120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trubiana Thomas CENTRAL INDEX KEY: 0001384969 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32417 FILM NUMBER: 17660536 MAIL ADDRESS: STREET 1: 999 SOUTH SHADY GROVE ROAD STREET 2: SUITE 600 CITY: MEMPHIS STATE: TN ZIP: 38120 4 1 wf-form4_148849569495312.xml FORM 4 X0306 4 2017-03-01 0 0001302343 Education Realty Trust, Inc. EDR 0001384969 Trubiana Thomas 999 SOUTH SHADY GROVE ROAD, SUITE 600 MEMPHIS TN 38120 1 1 0 0 President Profit-Only Interest 2017-03-01 4 A 0 23662 0 A Common Stock 23662.0 91803 D Represents a grant of performance based awards pursuant to the Education Realty Trust, Inc. ("EdR") 2017 Long-Term Incentive Plan (the "Plan"), which will vest upon continued employment at the end of a three year performance period provided that certain performance criteria are met over that three year period. The reporting person has elected to receive his performance based award in the form of profit-only interests ("POIs") in Education Realty Operating Partnership, LP (the "Operating Partnership"), a subsidiary of EdR. Each performance based award represents a contingent right to receive 0-100% of that number of POIs based upon the achievement of certain performance criteria set forth in the Plan. The amount presented represents the maximum number of POIs that the reporting person can receive upon achieving the maximum performance (or 100%) level. Upon the occurrence of certain capital account equalization events, the POIs will become ordinary units of the Operating Partnership and may be redeemed for cash or, at EdR's option, shares of EdR's commonstock on a one-for-one basis. The Compensation Committee of the Board of Directors of EdR approved the total dollar value of a grant of performance based awards on March 1, 2017, at a fair value per unit to be determined. EdR engaged an independent third party valuation consultant to establish the fair value on the date of grant. On March 2, 2017, the valuation report was finalized and the grant of POIs was determined. Represents (i) 4,912 POIs granted under the EdR 2015 and 2016 Long-Term Incentive Plans that have vested, (ii) an aggregate of 9,033 POIs granted under the EdR 2015, 2016 and 2017 Long-Term Incentive Plans that will vest ratably over the corresponding three year periods, (iii) an aggregate of 54,196 performance based POIs granted under the EdR 2015 and 2016 Long-Term Incentive Plans that vest on January 1, 2018 and 2019, respectively, subject to certain performance conditions and (iv) 23,662 newly granted POIs described above. /s/ Lindsey Mackie, as Attorney in Fact for Thomas Trubiana 2017-03-02